WHEREAS,
GlobalSantaFe Corporate Services Inc. (the Company) adopted and maintains the
GlobalSantaFe Pension Equalization Plan, as amended effective July 21, 2007 and
as amended and restated effective January 1, 2008 (the Plan), for the benefit
of its employees and the employees of its subsidiaries to aid such employees in
making more adequate provision for their retirement; and

WHEREAS,
the Company previously adopted the amended and restated plan effective as f
January 1, 2008 to comply with the provisions of Section 409A of the Internal
Revenue Code, as amended (Section 409A) and to preserve the material terms of
the Plan as in effect on December 31, 2004 in order that such plan qualify as a
grandfathered plan for purposes of Section 409A; and

WHEREAS,
the Company desires to make certain changes to the Plan in accordance with the Agreement
and Plan of Merger by and among the GlobalSantaFe Corporation, Transocean Inc.
and Transocean Worldwide, Inc., dated as of July 21, 2007 with the
understanding that such changes will constitute a material modification for
purposes of Section 409A.

NOW
THEREFORE, the Plan is hereby amended and restated to read as
follows, effective as of November 27,
2007:

ARTICLE I

PURPOSE

1.1Purpose
of the Plan: The purpose of this
Plan is generally to provide the amount of the benefit that would otherwise be
paid under the Pension Plan, as in effect on the applicable date, but which
cannot be paid under these plans on account of (a) the limitations of Section
401(a)(17) of the Internal Revenue Code of 1986, as amended (the Code), which
limits the annual compensation that may be taken into account in computing
benefits under the Pension Plan to $225,000 (or such other dollar amount as may
be prescribed by the Secretary of the Treasury or his or her delegate), and (b)
Section 415 of the Code, which limits the benefits and contributions under
qualified plans.

1.2ERISA
Status: Program A of the Plan,
detailed in Article III below, is intended to qualify for the exemptions
provided under Title I of the Employee Retirement Income Security Act of 1924,
as amended from time to time (ERISA), for plans that are not qualified under
Code Section 401(a) and that are maintained primarily to provide deferred
compensation for a select group of management or highly compensated employees. Program
B of the Plan, set forth in Article IV below, is intended to qualify for the
exemptions provided under Title I of ERISA for plans that are excess benefit
plans as defined in Section 3(36) of ERISA.

2

ARTICLE II

DEFINITIONS

Except as otherwise
indicated, for purposes of the Plan, the terms listed below shall be defined as
follows:

Additional Service Period: The term Additional Service Period means,
with respect to any Participant who received a severance payment, whether in
the form of salary and/or bonus continuation payments or in a lump sum or sums,
the salary and/or bonus continuation period or, in the case of a lump sum or
sums, the period with respect to which the lump sum or sums are deemed paid
pursuant to the definitions of Basic Earnings and Bonus contained in this
Plan.

Administrative Committee: The committee established by the Board to
administer the Plan pursuant to Section 7.1.

Affiliate: The term Affiliate shall have the identical
meaning of that term as set out in the Pension Plan.

Applicable Pension Plan: The term Applicable Pension Plan means the
Pension Plan as in effect on the date of Participants Termination of
Employment.

Basic Earnings: The term Basic Earnings shall have the
identical meaning of that term as set forth in the Pension Plan, only without
regard to the limitations imposed by Section 401(a)(17) of the Code; provided
that Basic Earnings shall include severance payments based on a multiple or
any percentage of salary, whether made as salary continuation payments or in a
lump sum or sums. In the event such a severance payment is paid in a lump sum
or sums, the salary amount shall be deemed to accrue over the period of time it
would normally have been paid had the Participants salary at the time of
termination continued until the severance payments were exhausted.

Board: The Board of Directors of the Company.

Bonus: The term Bonus shall have the identical
meaning of that term as set out in the Pension Plan, only without regard to the
limitations imposed by Section 401(a)(17) of the Code; provided that the term Bonus
shall include severance payments based on a multiple or any percentage of a
bonus or deemed bonus, whether made as bonus continuation payments or in a lump
sum or sums. In the event such a severance payment is paid in a lump sum or
sums, the payment shall be included and shall be deemed paid as follows: (a)
any payment based on a multiple of a bonus or deemed bonus shall be divided by
the multiplier and each fraction thereof shall constitute a single annual Bonus,
which shall be deemed paid on the customary annual bonus date (as determined by
the Administrative Committee) over the number of years represented by the
multiplier and (b) any payment that is 100% of, or less than, the bonus or
deemed bonus shall be deemed to be paid on the customary bonus date next
following the date of the Participants termination of employment.

Code: The Internal Revenue Code of 1986, as amended
from time to time.

3

Company: GlobalSantaFe Corporate Services Inc.

Effective Date: November 27, 2007.

ERISA: The Employee Retirement Income Security Act
of 1974, as amended from time to time.

Lump-Sum Equivalent: With respect to any benefit hereunder, a
lump-sum payment equal in value at date of determination to such benefit when
determined actuarially, based upon the mortality table and interest rate used
in the Pension Plan in effect as of Participants Termination of Employment. In
the event that age is increased by a salary and/or bonus continuation period or
an Additional Service Period (imputed years), the lump sum payment will be
discounted by the number of imputed years from the date of determination to the
date of payment using interest only at the interest rate used in the Pension
Plan in effect as of Participants Termination of Employment. For purposes of
Sections 3.3(f), 4.3(f) and 5.1(c) herein, the date of determination is the day
after the end of the Additional Service Period.

Participant: An employee of the Company or its Affiliate
who qualifies for participation in the Plan under Sections 3.2 and/or 4.2 of
the Plan.

Pension Plan: The GlobalSantaFe Retirement Plan for
Employees, as amended and restated effective May 1, 2003, and as thereafter may
be amended from time to time.

Plan: The GlobalSantaFe Pension Equalization Plan
as amended and restated effective November 27, 2007 and as thereafter amended
from time to time.

Plan Administrator: The Administrative Committee.

Section 409A: Section 409A of the Code and applicable U.S. Treasury
authorities.

Termination of Employment:
The term Termination of Employment means
separation from service, as defined in Section 1.409A-1(h) of the U.S.
Treasury regulations, with the Company or an Affiliate for any reason other
than a transfer between Employers.

Window Benefit
Participant: A Participant who is eligible for a
window benefit under Section 5.7 of the Applicable Pension Plan.

Window Excluded
Participant: A
Participant who would have been eligible for a window benefit under Section 5.7
of the Applicable Pension Plan had Participant not been specifically excluded
pursuant to Appendix A of the Applicable Pension Plan.

ARTICLE III

PROGRAM A: RESTORATION OF BENEFITS REDUCED
BY SECTION 401(A)(17)

3.1Purpose: Section 401(a)(17) of the Code limits the
amount of compensation that may be taken into account under a qualified plan
for any year to $225,000 (or such other dollar amount as may be prescribed by
the Secretary of the Treasury or his or her delegate). The purpose

4

of Program A is to restore to Participants any
benefits that would have been available to them under the Pension Plan had the
limitations of Section 401(a)(17) of the Code not been imposed.

3.2Participation: In order to participate in Program A of
this Plan, an individual must (a) have experienced a reduction in the
benefits he would have received from his Pension Plan as a result of the Code
Section 401(a)(17) limitations on the amount of annual compensation that
may be included in the calculation of benefits and (b) be a member of a
select group of management or highly compensated employees (as those terms are
set forth in Section 201(2) of ERISA) who are identified by the Plan
Administrator.

3.3Amount
of Benefit:

(a)The
benefit payable under Program A will be equal to (i) less (ii) below:

(i)the
monthly benefit for the Participant calculated under the Pension Plan using the
Participants Basic Earnings and Bonus without regard to the limitations of
Section 401(a)(17) of the Code, as amended, or any successor sections of the
Code; less

(ii)the
monthly benefit calculated and payable under the Pension Plan.

(b)For
purposes of subsections (a)(i) and (ii), each Pension Plan benefit shall be
converted into a single life annuity commencing on the later of the Participants
normal retirement date under the Pension Plan or the date benefits are paid
under this Plan.

(c)The
amount in subsection (a) will be subject to limits described in Article V.

(d)Benefits
under this Article III will be paid only to supplement benefits actually
payable from the Pension Plan.

(e)The
amount in subsection (a)(i) shall include the Additional Service Period. Furthermore,
(to the extent not already included pursuant to the provisions of the Pension
Plan) the age of any such Participant shall be deemed to include the years and
partial years contained in the Additional Service Period. It is intended that
the application of Section 3.3(e) shall extend to, but not be limited to, Window
Benefit Participants and Window Excluded Participants.

(f)For
Window Benefit Participants, the benefit described in this Section 3.3 shall equal
the Lump Sum Equivalent of the excess of (i) over (ii) below:

(i)the
monthly benefit for the Participant calculated under the Applicable Pension
Plan using the Participants Basic Earnings and Bonus without regard to the
limitations of Section 401(a)(17) of the Code, as amended, or any successor
sections of the Code and assuming that Participant remained employed through
the end of the Additional Service Period and commenced his benefit at that time
(or, if not eligible for early retirement under the Applicable Pension Plan at
the

5

end of the Additional Service Period, assuming
Participant had commenced his benefit under the Applicable Pension Plan on his
Normal Retirement Date (as defined in the Applicable Pension Plan)); over

(ii)the
monthly benefit calculated and payable under the Applicable Pension Plan
assuming the Participant remained employed through the end of the Additional
Service Period and commenced payment of his benefit at that time (or, if not
eligible to for early retirement under the Applicable Pension Plan at the end
of the Additional Service Period, assuming Participant had commenced his
benefit under the Applicable Pension Plan on his Normal Retirement Date (as
defined in the Applicable Pension Plan)).

For Window Excluded Participants, the benefit
described in this Section 3.3 shall equal the Lump Sum Equivalent of the excess
of (iii) over (iv) below:

(iii)the monthly benefit for the Participant
calculated under the Applicable Pension Plan using the Participants Basic
Earnings and Bonus without regard to the limitations of Section 401(a)(17) of
the Code, as amended, or any successor sections of the Code and assuming that
Participant remained employed through the end of the Additional Service Period
and commenced his benefit at that time (or, if not eligible for early
retirement under the Applicable Pension Plan at the end of the Additional
Service Period, assuming Participant had commenced his benefit under the
Applicable Pension Plan on his Normal Retirement Date (as defined in the
Applicable Pension Plan)); over

(iv)the
monthly benefit calculated and payable under the Applicable Pension Plan
assuming Participant terminated employment on the date of his actual
Termination of Employment and commenced payment of his benefit after the
expiration of the Additional Service Period (or, if not eligible to commence
payment under the Applicable Pension Plan at the end of the Additional Service
Period, assuming Participant had commenced his benefit under the Applicable
Pension Plan on his Normal Retirement Date (as defined in the Applicable
Pension Plan)).

For purposes of this Section 3.3(f), a Participants Social
Security Covered Compensation (as defined in the Applicable Pension Plan) is projected
to increase during the Additional Service Period using an inflation assumption
of 3%.

6

ARTICLE IV

PROGRAM B: RESTORATION OF BENEFITS
REDUCED BY SECTION 415

4.1Purpose: Section 415 of the Code limits the benefits
and contributions under qualified plans. The purpose of Program B is to restore
to Participants any benefits that would have been available to them under the Pension
Plan had the limitations of Section 415 of the Code not been imposed.

4.2Participation: In order to participate in Program B of
this Plan, an individual must (a) have experienced a reduction in the
benefits he would have received from a Pension Plan as a result of the Code
Section 415 limitationsand
(b) be selected for participation by the Plan Administrator.

4.3Amount
of Benefit:

(a)The
benefit payable under Program B will be equal to (i) less (ii) below:

(i)the
monthly benefit for the Participant calculated under the Pension Plan using the
Participants Basic Earnings and Bonus without regard to the limitations of
Section 415 of the Code, as amended, or any successor sections of the Code;
less

(ii)the
monthly benefit calculated and payable under the Pension Plan.

(b)For
purposes of subsections (a)(i) and (ii), each Pension Plan benefit shall be
converted into a single life annuity commencing on the later of the Participants
normal retirement date under the Pension Plan or the date benefits are paid
under this Plan.

(c)The
amount in subsection (a) will be subject to limits described in Article V.

(d)Benefits
under this Article IV will be paid only to supplement benefits actually payable
from the Pension Plan.

(e)The
amount in subsection (a)(i) shall include Additional Service Period. Furthermore,
(to the extent not already included pursuant to the provisions of the Pension
Plan) the age of any such Participant shall be deemed to include the years and
partial years contained in the Additional Service Period. It is intended that
the application of Section 4.3(e) shall extend to, but not be limited to, Window
Benefit Participants and Window Excluded Participants.

(f)For
Window Benefit Participants, the benefit described in this Section 4.3 shall
equal the Lump Sum Equivalent of the excess of (i) over (ii) below:

(i)the
monthly benefit for the Participant calculated under the Applicable Pension
Plan using the Participants Basic Earnings and Bonus without regard to the
limitations of Section 415 of the Code, as

7

amended, or any successor sections of the Code and
assuming that Participant remained employed through the end of the Additional
Service Period and commenced his benefit at that time (or, if not eligible for
early retirement under the Applicable Pension Plan at the end of the Additional
Service Period, assuming Participant had commenced his benefit under the
Applicable Pension Plan on his Normal Retirement Date (as defined in the
Applicable Pension Plan)); over

(ii)the
monthly benefit calculated and payable under the Applicable Pension Plan
assuming Participant remained employed through the end of the Additional
Service Period and commenced payment of his benefit at that time (or, if not
eligible for early retirement under the Applicable Pension Plan at the end of
the Additional Service Period, assuming Participant had commenced his benefit
under the Applicable Pension Plan on his Normal Retirement Date (as defined in
the Applicable Pension Plan)).

For Window Excluded Participants, the benefit
described in this Section 4.3 shall equal the Lump Sum Equivalent of the excess
of (iii) over (iv) below:

(iii)the monthly benefit for the Participant
calculated under the Applicable Pension Plan using the Participants Basic
Earnings and Bonus without regard to the limitations of Section 415 of the
Code, as amended, or any successor sections of the Code and assuming that
Participant remained employed through the end of the Additional Service Period
and commenced his benefit at that time (or, if not eligible for early
retirement under the Applicable Pension Plan at the end of the Additional
Service Period, assuming Participant had commenced his benefit under the
Applicable Pension Plan on his Normal Retirement Date (as defined in the
Applicable Pension Plan)); over

(iv)the
monthly benefit calculated and payable under the Applicable Pension Plan
assuming Participant terminated employment on the date of his actual
Termination of Employment and commenced payment of his benefit after the
expiration of the Additional Service Period (or, if not eligible to commence payment
under the Applicable Pension Plan at the end of the Additional Service Period,
assuming Participant had commenced his benefit under the Applicable Pension
Plan on his Normal Retirement Date (as defined in the Applicable Pension Plan)).

For purposes of this Section 4.3(f), a Participants Social
Security Covered Compensation (as defined in the Applicable Pension Plan) is
projected to increase during the Additional Service Period using an inflation
assumption of 3%.

8

ARTICLE V

MAXIMUM BENEFIT

5.1In
the event that a Participant is eligible for both Program A and Program B, the
aggregate benefit shall not exceed an amount equal to (a) less (b) below:

(a)the
monthly benefit for the Participant calculated under the Pension Plan using the
Participants Basic Earnings and Bonus without regard to the limitations of
Sections 401(a)(17) and 415 of the Code, as amended, or any successor sections
of the Code; less

(b)the
monthly benefit calculated and payable under the Pension Plan.

For purposes of subsections (a) and (b), each Pension
Plan benefit shall be converted into a single life annuity commencing on the
later of the Participants normal retirement date under the Pension Plan or the
date benefits are paid under this Plan.

The amount in subsection (a) shall include (to the
extent not already included pursuant to the provisions of the Pension Plan) the
Additional Service Period. Furthermore, (to the extent not already included
pursuant to the provisions of the Pension Plan) the age of any such Participant
shall be deemed to include the years and partial years contained in the
Additional Service Period. It is intended that the application of Section 5.1
shall extend to, but not be limited to, Window Benefit Participants and Window
Excluded Participants..

(c)For
Window Benefit Participants, the aggregate benefit described in this Section
5.1 shall not exceed the Lump Sum Equivalent of the excess of (i) over (ii)
below:

(i)the
monthly benefit for the Participant calculated under the Applicable Pension
Plan using the Participants Basic Earnings and Bonus without regard to the
limitations of Sections 401(a)(17) and 415 of the Code, as amended, or any
successor sections of the Code and assuming that Participant remained employed
through the end of the Additional Service Period and commenced his benefit at
that time (or, if not eligible for early retirement under the Applicable
Pension Plan at the end of the Additional Service Period, assuming Participant
had commenced his benefit under the Applicable Pension Plan on his Normal
Retirement Date (as defined in the Applicable Pension Plan)); over

(ii)the
monthly benefit calculated and payable under the Applicable Pension Plan
assuming Participant remained employed through the end of the Additional
Service Period and commenced payment of his benefit at that time (or, if not
eligible for early retirement under the Applicable Pension Plan at the end of
the Additional Service Period, assuming Participant had commenced his benefit
under the

For Window Excluded Participants, the aggregate benefit
described in this Section 5.1 shall not exceed the Lump Sum Equivalent of the
excess of (iii) over (iv) below:

(iii)the monthly benefit for the Participant
calculated under the Applicable Pension Plan using the Participants Basic
Earnings and Bonus without regard to the limitations of Sections 401(a)(17) and
415 of the Code, as amended, or any successor sections of the Code and assuming
that Participant remained employed through the end of the Additional Service
Period and commenced his benefit at that time (or, if not eligible for early
retirement under the Applicable Pension Plan at the end of the Additional
Service Period, assuming Participant had commenced his benefit under the
Applicable Pension Plan on his Normal Retirement Date (as defined in the
Applicable Pension Plan)); over

(iv)the
monthly benefit calculated and payable under the Applicable Pension Plan
assuming Participant terminated employment on the date of his actual
Termination of Employment and commenced payment of his benefit after the
expiration of the Additional Service Period (or, if not eligible to commence
payment under the Applicable Pension Plan at the end of the Additional Service
Period, assuming Participant had commenced his benefit under the Applicable
Pension Plan on his Normal Retirement Date (as defined in the Applicable
Pension Plan)).

For purposes of this Section 5.1(c), a Participants Social
Security Covered Compensation (as defined in the Applicable Pension Plan) is
projected to increase during the Additional Service Period using an inflation
assumption of 3%.

ARTICLE VI

VESTING AND BENEFIT PAYMENT

6.1Form
and Timing of Payment: The monthly
benefit determined to be payable under this Plan shall be converted to a
Lump-Sum Equivalent benefit. Subject to Section 7.18, the lump sum amount determined
shall be payable to the Participant or surviving spouse within 90 days
following Participants Termination of Employment from the Company and its
Affiliates.

6.2Vesting: A Participant shall become vested in the
benefit payable under this Plan at the same time that he becomes vested under
the Pension Plan.

6.3Effect
of an Agreement: Benefits under the
Plan may be increased, decreased or otherwise modified by any legally binding
contractual agreement between a Participant and the Company or GlobalSantaFe
Corporation.

10

6.4SERP
Offset Calculation: The monthly
benefit calculated for purposes of determining the amount payable under this
Plan, shall offset the benefit, if any, payable under the GlobalSantaFe
Supplemental Executive Retirement Plan as amended and restated effective
January 1, 2008 (the SERP). Pursuant to subsection (d) of the SERPs
definition of Normal Retirement Benefit, the benefit payable under this Plan
shall, for purposes of the offset, be converted into a single life annuity
commencing on the later of the Participants normal retirement date under the Pension
Plan or the date benefits are paid under this Plan.

ARTICLE VII

MISCELLANEOUS

7.1Administration
and Interpretation: The Plan shall
be administered by the Administrative Committee. The determination of the Administrative
Committee as to any disputed questions arising under this Plan, including
questions of construction and interpretation, shall be final, binding and
conclusive upon all persons. Benefits under this Plan will be paid only if the
Plan Administrator decides in its discretion that the claimant is entitled to
them.

7.2Expenses: The expenses of administering the Plan shall
be borne by the Company.

7.3Indemnification
and Exculpation: The members of the Administrative
Committee, its agents, and officers, directors and employees of the Company and
its Affiliates shall be indemnified and held harmless by the Company against
and from any and all loss, cost, liability or expense that may be imposed upon
or reasonably incurred by them in connection with or resulting from any claim,
action, suit or proceeding to which they may be a party or in which they may be
involved by reason of any action taken or failure to act under this Plan and
against and from any and all amounts paid by them in settlement (with the
Companys written approval) or paid by them in satisfaction of a judgment in
any such action, suit or proceeding. The foregoing provision shall not be
applicable to any person if the loss, cost, liability or expense is due to such
persons gross negligence or willful misconduct.

7.4Amendment: The Plan may be amended, in whole or in part,
by action of the Board, in its sole discretion, or, to the extent permissible
under the GlobalSantaFe Administrative Committee Charter and Mandates, by
action of the Administrative Committee. Benefits under the Plan may be
increased, decreased or otherwise modified by any legally binding contractual
agreement between a Participant and the Company or GlobalSantaFe Corporation.

7.5Termination: The Board may, at its sole discretion,
terminate, suspend or amend the Plan at any time or from time to time, in whole
or in part in accordance with Section 1.409A-3(j)(4)(ix) of the U.S. Treasury
regulations.

7.6Not
an Employment Agreement: Nothing
contained in this Plan is intended to nor shall it confer upon any Participant
the right to be retained in the service of the Company and its Affiliates, nor
shall the existence of this Plan interfere with the right of the Company and
its Affiliates to terminate, lay off, discharge or otherwise deal with any
Participant.

7.7Funding: All payments under this Plan shall be made
from the general assets of the Participants employer during the period the
Participant accrued benefits under this Plan. In the

11

event that a Participant changed employers during the
period of benefit accrual under this Plan, each employer shall fund the Participants
payment under this Plan to the extent that the payment reflects benefits
accrued during the Participants tenure with such employer. Each Participant
remains a general, unsecured creditor of the employer responsible for funding
the Participants payments under this Plan with respect to benefits accrued or
paid under this Plan.

7.8Severability: In the event any provision of the Plan shall
be held illegal or invalid for any reason, any illegality or invalidity shall
not affect the remaining parts of the Plan, but the Plan shall be construed and
enforced as if the illegal or invalid provision had never been inserted, and
the Company shall have the privilege and opportunity to correct and remedy such
questions of illegality or invalidity by amendment as provided in the Plan.

7.9Assignment
of Benefits: A Participant may not,
either voluntarily or involuntarily, assign, anticipate, alienate, commute,
pledge or encumber any benefits to which he is or may become entitled to under
the Plan, nor may the same be subject to attachment or garnishment by any
creditor of a Participant.

7.10Tax
Withholding: Such sum may be
withheld from the lump-sum payment payable under the Plan for any federal,
state or local taxes required by law to be withheld with respect to such
payment, as the Company may reasonably estimate is necessary to cover any taxes
that may be assessed with regard to such payment.

7.11Use
and Form of Words: Words used herein
in the masculine gender shall be construed as also used in the feminine gender
where they would so apply, and vice versa. Words used in the singular form
shall be construed as also used in the plural form where they would so apply,
and vice versa.

7.12Effect
on Other Plans: Amounts accrued or
paid under this Plan shall not be considered compensation for the purposes of
the Companys other employee benefit plans. All amounts paid under this Plan
will be a reduction of benefits calculated and payable under the GlobalSantaFe
Supplemental Executive Retirement Plan.

7.13Guarantee: By executing this Plan, GlobalSantaFe
Corporation agrees to guarantee the payment of all benefits payable hereunder.

7.14Applicable
Law: This Plan shall be governed and
construed in accordance with the laws of the State of Texas.

7.15Scope: This Plan is intended only to remedy Pension
Plan benefit reductions caused by the operation of Sections 415 and/or
401(a)(17) of the Code and not reductions for any other reason.

7.16Plan
Termination: No further benefits may
be earned by a Participant under this Plan after the termination of the Pension
Plan.

7.17409A
Compliance. It is intended that the provisions of this Plan satisfy the
requirements of Section 409A and that the Plan be operated in a manner
consistent with such requirements to the extent applicable. Therefore, the
Administrative Committee may make

12

adjustments to the Plan and may construe the
provisions of the Plan in accordance with the requirements of Section 409A.

7.18Specified
Employees. If a Participant is a specified employee, as such term is
defined in Section 409A and determined as described below in this Section 7.18,
any payments payable as a result of the Participants Termination of Employment
(other than death) shall not be payable before the earlier of (i) the date that
is six months after the Participants Termination of Employment, (ii) the date
of the Participants death, or (iii) the date that otherwise complies with the
requirements of Section 409A. A Participant shall be a specified employee for
the twelve-month period beginning on April 1 of a year if the Participant is a key
employee as defined in Section 416(i) of the Internal Revenue Code (without
regard to Section 416(i)(5)) as of December 31 of the preceding year or using
such dates as designated by the Administrative Committee in accordance with
Section 409A and in a manner that is consistent with respect to all of the
Companys nonqualified deferred compensation plans. For purposes of determining
the identity of specified employees, the Administrative Committee may establish
procedures as it deems appropriate in accordance with Section 409A.

IN WITNESS WHEREOF, this Plan, as amended and
restated, has been executed as of the
day of ,
2007, but is effective as of November 27, 2007.